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**Exhibit 4.17**

 

**SKY-MOBI LIMITED**

 

**2016 SHARE INCENTIVE PLAN**

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**ArticleI**

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**PURPOSE** 

 

The purpose of theSky-mobi Limited 2016 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Sky-mobiLimited (the “Company”) by linking the personal interests of the selected members of the Board, Employees, and Consultantsto those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superiorreturns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate,attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and specialeffort the successful conduct of the Company’s operation is largely dependent.

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**ArticleII**

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**DEFINITIONSAND CONSTRUCTION** 

 

Wherever the followingterms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singularpronoun shall include the plural where the context so indicates.

 

2.1           “Administrator”shall mean the entity that conducts the general administration of the Plan as provided in Article 10. With reference to the dutiesof the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6, or as to which the Boardhas assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked suchdelegation or the Board has terminated the assumption of such duties.

 

2.2           “ApplicableAccounting Standards” shall mean International Financial Reporting Standards, Generally Accepted Accounting Principlesin the United States, or such other accounting principles or standards as may apply to the Company’s financial statementsunder Applicable Law.

 

2.3           “ApplicableLaws ” means (i) the laws of the Cayman Islands as they relate to the Company and its Shares; (ii) the legal requirementsrelating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulationsand government orders of any jurisdiction applicable to Awards granted to residents; and (iii) the rules of any applicable securitiesexchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.

 

2.4           “Article” means an article of this Plan.

 

2.5           “Award”shall mean an Option, a Restricted Share award, a Restricted Share Unit award, a Dividend Equivalents award, a Deferred Share award,a Share Payment award or a Share Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”).

 

2.6           “AwardAgreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencingan Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administratorshall determine consistent with the Plan.

 

 

 

 

2.7           “Board”shall mean the Board of Directors of the Company.

 

2.8           “Code”shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

 

2.9           “Committee”shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided inSection 10.1.

 

2.10         “Company”shall mean Sky-mobi Limited *,*a Cayman Islands corporation.

 

2.11         “Consultant”means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the servicesrendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transactionand do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviseris a natural person who has contracted directly with the Service Recipient to render such services.

 

2.12         “Corporate Transaction” means any of the following transactions, provided, however, that the Committee shalldetermine under (f) and (g) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

 

(a)          anamalgamation, arrangement, consolidation or scheme of arrangement in which the Company is not the surviving entity, except fora transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or which followingsuch transaction the holders of the Company’s voting securities immediately prior to such transaction own fifty percent (50%)or more of the surviving entity;

 

(b)          thedirect or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or bya Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under commoncontrol with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessingmore than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tenderor exchange offer made directly to the Company’s shareholders which a majority of the Incumbent Board (as defined below)who are not affiliates or associates of the offer or under Rule 12b-2 promulgated under the Exchange Act do not recommend suchshareholders accept, or

 

(c)          theindividuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason toconstitute at least fifty percent (50%) of the Board; provided that if the election, or nomination for election by the Company’sshareholders, of any new member of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, suchnew member of the Board shall be considered as a member of the Incumbent Board.

 

(d)          thesale, transfer or other disposition of all or substantially all of the assets of the Company;

 

(e)          thecompletion of a voluntary or insolvent liquidation or dissolution of the Company;

 

(f)          anyreverse takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement(including, but not limited to, a tender offer followed by a reverse takeover) in which the Company survives but (A) the Sharesof the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into otherproperty, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%)of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons differentfrom those who held such securities immediately prior to such transaction culminating in such takeover or scheme of arrangement,but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction;or

 

 

 

 

(g)          acquisitionin a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsoredemployee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessingmore than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding anysuch transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.

 

2.13         “DeferredShare” shall mean a right to receive Shares awarded under Section 7.3.

 

2.14         “Director”shall mean a member of the Board, as constituted from time to time.

 

2.15         “DividendEquivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awardedunder Section 7.1.

 

2.16         “EffectiveDate” shall have the meaning set forth in Section 11.1.

 

2.17         “EligibleIndividual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committeeor the Board resolution of the Company.

 

2.18         “Employee”means any person who is in the employ of a Service Recipient, subject to the control and direction of the Service Recipient asto both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipientshall not be sufficient to constitute “employment” by the Service Recipient.

 

2.19         “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

 

2.20         “Fair Market Value ” means, as of any date, the value of Shares determined as follows:

 

(a)          Ifthe Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotationsystem on which Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for such shares (orthe closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determinedby the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable,on the last trading date such closing sales price or closing bid was reported), as reported in *The Wall Street Journal*orsuch other source as the Committee deems reliable;

 

(b)          Ifthe Shares are no listed on an established securities exchange, notational market system or automated quotation system, but areregularly quoted by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quotedby such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Shareshall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such priceswere reported on that date, on the last date such prices were reported), as reported in *The Wall Street Journal*or suchother source as the Committee deems reliable; or

 

 

 

 

(c)          Inthe absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereofshall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest privateplacement of the Shares and the development of the Company’s business operations and the general economic and market conditionssince such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’sbusiness operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares,or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value, relevant.

 

2.21         “Holder” shall mean a person who has been granted an Award.

 

2.22         “IncentiveOption ” shall mean an Option that is intended to meet the applicable provisions of Section 422 of the Code.

 

2.23         “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

 

2.24         “Non-Qualified Option ” shall mean an Option that is not an Incentive Option.

 

2.25         “Option” shall mean a right to purchase shares of Shares at a specified exercise price, granted under Article 5. An Option shallbe either a Non-Qualified Option or an Incentive Option; provided, however, that Options granted to Non-EmployeeDirectors and Consultants shall only be Non-Qualified Options.

 

2.26         “Parent” means a parent corporation under Section 424(e) of the Code.

 

2.27         “Plan ” shall mean this Sky-mobi Limited 2016 Share Incentive Plan, as it may be amended or restated from timeto time.

 

2.28         “Related Entity” means any business, corporation, partnership, limited liability company or other entity inwhich the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly but whichis not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

 

2.29         “RestrictedShare” shall mean Shares awarded under Article 6 that is subject to certain restrictions and may be subject to risk offorfeiture or repurchase.

 

2.30         “RestrictedShare Units ” shall mean the right to receive Shares awarded under Section 9.5.

 

2.31         “SecuritiesAct” shall mean the Securities Act of 1933, as amended.

 

2.32         “Service Recipient” means the Company, any Parent or Subsidiary of the Company and any Related Entity to whicha Holder provides services as an Employee, Consultant or as a Director.

 

2.33         “Share”means an ordinary share (common share) of the Company, and such other securities of the Company that may be substituted for Sharespursuant to Article 12.

 

2.34         “ShareAppreciation Right” shall mean a share appreciation right granted under Article 8.

 

2.35         “SharePayment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as partof a bonus, deferred compensation or other arrangement, awarded under Section 7.2.

 

2.36         “Subsidiary”means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Companyif each of the entities other than the last entity in the unbroken chain beneficially owns, directly or indirectly, at the timeof the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power ofall classes of securities or interests in one of the other entities in such chain.

 

 

 

 

2.37         “SubstituteAward” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equityawards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination,consolidation or acquisition of property or securities; provided, however, that in no event shall the term “SubstituteAward” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share AppreciationRight.

 

2.38         “Terminationof Service” shall mean,

 

(a)          Asto a Consultant, the time when the engagement of a Holder as a Consultant to a Service Recipient is terminated for any reason,with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminationswhere the Consultant simultaneously commences or remains in employment or service with the Company, any Subsidiary or any RelatedEntity.

 

(b)          Asto a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including,without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations wherethe Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

 

(c)          Asto an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminatedfor any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excludingterminations where the Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary orany Related Entity; provided, however, that. The Administrator, in its sole discretion, shall determine the effect of all mattersand questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Serviceresulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service;provided, however, that, with respect to Incentive Options, unless the Administrator otherwise provides in the termsof the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or otherchange in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leaveof absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the thenapplicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationshipor consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holderceases to remain a Subsidiary following any merger, sale of securities or other corporate transaction or event (including, withoutlimitation, a spin-off).

 

2.39         “TradingDate” means the closing of the first sale to the general public of the Shares pursuant to an effective registration statementunder Applicable Law, which results in the Shares being publicly traded on one or more established stock exchanges or nationalmarket systems.

 

 

 

 

**ArticleIII**

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**SHARESSUBJECT TO THE PLAN**

 

3.1           Numberof Shares.

 

(a)          Subjectto Section 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 15,000,000.

 

(b)          Tothe extent that an Award terminates, expires, or lapses for any reason, or is settled in cash and not Shares, then any Shares subjectto the Award shall again be available for the grant of an Award pursuant to the Plan. Shares delivered by the Holder or withheldby the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon,may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Shares forfeited by theHolder or repurchased by the Company at the same or lesser price than paid by the Holder so that the Shares are again returnedto the Company, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). To the extentpermitted by applicable law or any exchange rule, Shares issued in assumption of, or in substitution for, any outstanding awardsof any entity acquired in any form of combination by the Company, any Parent or any Subsidiary shall not be counted against Sharesavailable for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awardsshall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b),no Shares may again be optioned, granted or awarded if such action would cause an Incentive Option to fail to qualify as an incentivestock option under Section 422 of the Code.

 

3.2           ShareDistributed.

Any Shares distributed pursuant to an Awardmay consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchasedon the open market. Additionally, in the discretion of the Committee, American Depository Shares in an amount equal to the numberof Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award.If the number of Shares represented by an American Depository Share is other than on a one-to –one basis, the limitationsof Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

 

 

 

 

**ArticleIV**

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**GRANTINGOF AWARDS**

 

4.1           Participation.The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted andshall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No EligibleIndividual shall have any right to be granted an Award pursuant to the Plan.

 

4.2           AwardAgreement. Each Award shall be evidenced by an Award Agreement.

 

4.3           Jurisdictions.Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in the jurisdictions in which the ServiceRecipients operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of anysecurities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiariesand Related Entities shall be covered by the Plan; (b) determine which Eligible Individuals are eligible to participate in thePlan; (c) modify the terms and conditions of any Award granted to Eligible Individuals to comply with Applicable Laws or listingrequirements of any securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures,to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Planas appendices); provided, however, that no such subplans and/or modifications shall increase the share limitationscontained in Sections 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approvalor comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such securitiesexchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted,that would violate the any Applicable Laws.

 

4.4           Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted eitheralone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandemwith other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

 

 

 

 

**ArticleV**

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**OPTIONS**

 

5.1           General.. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions:

 

(a)          ExercisePrice. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the AwardAgreement which may be a fixed or variable price related to the Fair Market Value of the Shares; *provided*, *however*,that (i) such exercise price per Share shall be no less than US$0.25 unless otherwise agreed by the Board of the Company, and (ii)no Option may be granted to an individual subject to taxation in the United States at less than the Fair Market Value on the dateof grant, without compliance with Section 409A of the Code, or the Holder’s consent. The exercise price per Share subjectto an Option may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final,binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable exchangerule), a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without theapproval of the Company’s shareholders or the approval of the affected Holders.

 

(b)          Vesting.The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administratorand the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it isgranted. Such vesting may be based on service with the Service Recipient or any other criteria selected by the Administrator. Atany time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions itselects, accelerate the period during which an Option vests. No portion of an Option which is unexercisable at a Holder’sTermination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either inthe Award Agreement or by action of the Administrator following the grant of the Option.

 

(c)          Timeand Conditions of Exercise. The Administrator shall determine the time or times at which an Option may be exercised in wholeor in part, including exercise prior to vesting and that a partial exercise must be with respect to a minimum number of shares.The Administrator shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

 

(d)          PartialExercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respectto fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respectto a minimum number of shares.

 

(e)          (e) Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of thefollowing to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office,as applicable:

 

(i)          Awritten or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or aportion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option orsuch portion of the Option;

 

(ii)         Suchrepresentations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance withall Applicable Laws or regulations, and the rules of any securities exchange or automated quotation system on which the Sharesare listed, quoted or traded. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriateto effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer noticesto agents and registrars;

 

 

 

 

(iii)        Inthe event that the Option shall be exercised pursuant to Section 9.3 by any person or persons other than the Holder, appropriateproof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator;and

 

(iv)        Fullpayment of the exercise price and applicable withholding taxes to share administrator of the Company for the Shares with respectto which the Option, or portion thereof, is exercised, in a manner permitted by Section 9.1 and 9.2.

 

(f)          Term.. The term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 9.1. Except as limitedby the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extendthe term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connectionwith any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Terminationof Service.

 

(g)          Evidenceof Grant. All Options shall be evidenced by an Award Agreement between the Company and the Holder. The Award Agreement shallinclude such additional provisions as may be specified by the Committee.

 

5.2           IncentiveOptions . Incentive Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Optionsmay not be granted to Employees of a Related Entity or to Non-Employee Directors or Consultants. The terms of any Incentive Optionsgranted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisionsof this Section 5.2:

 

(a)          Expirationof Option . An Incentive Option may not be exercised to any extent by anyone after the first to occur of the following events:(i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement; (ii) Three months after the Holder’sTermination of Service as an Employee (save in the case of termination on account of Disability or death); and (iii) Two yearsafter the date of the Holder’s Termination of Service on account of Disability or death. Upon the Holder’s Disabilityor death, any Incentive Options exercisable at the Holder’s Disability or death may be exercised by the Holder’s legalrepresentative or representatives, by the person or persons entitled to do so pursuant to the Holder’s last will and testament,or, if the Holder fails to make testamentary disposition of such Incentive Option or dies intestate, by the person or persons entitledto receive the Incentive Option pursuant to the applicable laws of descent and distribution as determined under Applicable Law.

 

(b)          IndividualDollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respectto which Incentive Options are first exercisable by a Holder in any calendar year may not exceed U.S. $100,000 or such other limitationas imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Options are first exercisableby a Holder in excess of such limitation, the excess shall be considered Non-Qualified Options.

 

(c)          TenPercent Owners. An Incentive Option shall be granted to any individual who, at the date of grant, owns Shares possessing morethan ten percent of the total combined voting power of all classes of shares of the Company only if such Option is granted at aprice that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than fiveyears from the date of grant.

 

 

 

 

(d)          TransferRestriction . The Holder shall give the Company prompt notice of any disposition of Shares acquired by exercise of an IncentiveOption within (i) two years from the date of grant of such Incentive Option or (ii) one year after the transfer of such Sharesto the Holder.

 

(e)          Expirationof Incentive Options . No Award of an Incentive Option may be made pursuant to this Plan after the tenth anniversary of theEffective Date.

 

(f)          Rightto Exercise. During a Holder’s lifetime, an Incentive Option may be exercised only by the Holder.

 

5.3           SubstituteAwards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a SubstituteAward, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date ofgrant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted)of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x)the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, suchfair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grantassumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

 

5.4           Substitutionof Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that theAdministrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any timeprior to or upon exercise of such Option; provided*,*that such Share Appreciation Right shall be exercisable withrespect to the same number of shares of Shares for which such substituted Option would have been exercisable.

 

 

 

 

**ArticleVI**

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**AWARDOF RESTRICTED STOCK**

 

6.1           Awardof Restricted Share

 

(a)          TheAdministrator is authorized to grant Restricted Share to Eligible Individuals, and shall determine the amount of, and the termsand conditions, including the restrictions applicable to each award of Restricted Share, which terms and conditions shall not beinconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Share as it deems appropriate.

 

(b)          TheAdministrator shall establish the purchase price, if any, and form of payment for Restricted Share; provided, however,that such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by ApplicableLaw. In all cases, legal consideration shall be required for each issuance of Restricted Share.

 

6.2           Rightsas Shareholders. Subject to Section 6.4, upon issuance of Restricted Share, the Holder shall have, unless otherwise providedby the Administrator, all the rights of a shareholder with respect to said shares, subject to the restrictions in his or her AwardAgreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided,however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shallbe subject to the restrictions set forth in Section 6.3.

 

6.3           Restrictions.. All shares of Restricted Share (including any shares received by Holders thereof with respect to shares of Restricted Share asa result of share dividends, share splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement,be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, withoutlimitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combinationat such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, withoutlimitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Service Recipient,or other criteria selected by the Administrator. By action taken after the Restricted Share is issued, the Administrator may, onsuch terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Share by removing anyor all of the restrictions imposed by the terms of the Award Agreement. Restricted Share may not be sold or encumbered until allrestrictions are terminated or expire.

 

6.4           Repurchaseor Forfeiture of Restricted Share. If no price was paid by the Holder for the Restricted Share, upon a Termination of Servicethe Holder’s rights in unvested Restricted Share then subject to restrictions shall lapse, and such Restricted Share shallbe surrendered to the Company and cancelled without consideration. If a purchase price was paid by the Holder for the RestrictedShare, upon a Termination of Service the Company shall have the right to repurchase from the Holder the unvested Restricted Sharethen subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Share or suchother amount as may be specified in the Award Agreement The Administrator in its sole discretion may provide that in the eventof certain events the Holder’s rights in unvested Restricted Share shall not lapse, such Restricted Share shall vest andshall be non-forfeitable, and if applicable, the Company shall not have a right of repurchase.

 

6.5           Certificatesfor Restricted Share. Restricted Share granted pursuant to the Plan may be evidenced in such manner as the Administrator shalldetermine. Certificates or book entries evidencing shares of Restricted Share must include an appropriate legend referring to theterms, conditions, and restrictions applicable to such Restricted Share, and the Company may, in its sole discretion, retain physicalpossession of any share certificate until such time as all applicable restrictions lapse.

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**ArticleVII**

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**AWARDOF DIVIDEND EQUIVALENTS, DEFERRED STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS**

 

7.1           DividendEquivalents.

 

(a)          DividendEquivalents may be granted by the Administrator based on dividends declared on the Shares, to be credited as of dividend paymentdates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributedor expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Sharesby such formula and at such time and subject to such limitations as may be determined by the Administrator.

 

7.2           SharePayments. The Administrator is authorized to make Share Payments to any Eligible Individual. The number or value of sharesof any Share Payment shall be determined by the Administrator and may be based upon any other criteria, including service to theService Recipients, determined by the Administrator. Share Payments may, but are not required to be made in lieu of base salary,bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

 

7.3           DeferredShare. The Administrator is authorized to grant Deferred Share to any Eligible Individual. The number of shares of DeferredShare shall be determined by the Administrator and may be based on any specific criteria, including service to the Service Recipients,as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator.Shares underlying a Deferred Share award will not be issued until the Deferred Share award has vested, pursuant to a vesting scheduleor other conditions or criteria set by the Administrator. Unless otherwise provided by the Administrator, a Holder of DeferredShare shall have no rights as a Company shareholder with respect to such Deferred Share until such time as the Award has vestedand the Shares underlying the Award has been issued to the Holder.

 

7.4           RestrictedShare Units . The Administrator is authorized to grant Restricted Share Units to any Eligible Individual. The number and termsand conditions of Restricted Share Units shall be determined by the Administrator. The Administrator shall specify the date ordates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vestingas it deems appropriate, including service to the Service Recipients, in each case on a specified date or dates or over any periodor periods, as the Administrator determines. The Administrator shall specify, or permit the Holder to elect, the conditions anddates upon which the shares of Shares underlying the Restricted Share Units which shall be issued, which dates shall not be earlierthan the date as of which the Restricted Share Units vest and become nonforfeitable and which conditions and dates shall be subjectto compliance with Section 409A of the Code, to the extent applicable to the Holder. Restricted Share Units may be paid in cash,Shares or both, as Determined by the Administrator. On the distribution dates, the Company shall issue to the Holder one unrestricted,fully transferable Shares (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted ShareUnit.

 

7.5           Term.. The term of a Dividend Equivalent award, Deferred Share award, Share Payment award and/or Restricted Share Unit award shall beset by the Administrator in its sole discretion.

 

 

 

 

7.6           Exerciseor Purchase Price. The Administrator may establish the exercise or purchase price of shares of Deferred Share, shares distributedas a Share Payment award or shares distributed pursuant to a Restricted Share Unit award; provided, however, thatvalue of the consideration shall not be less than the par value of a share of Shares, unless otherwise permitted by ApplicableLaw.

 

7.7           Exerciseupon Termination of Service. A Dividend Equivalent award, Deferred Share award, Share Payment award and/or Restricted ShareUnit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator,however, in its sole discretion may provide that the Dividend Equivalent award, Deferred Share award, Share Payment award and/orRestricted Share Unit award may be exercised or distributed subsequent to a Termination of Service in certain events.

 

**ArticleVIII**

** **

**AWARDOF STOCK APPRECIATION RIGHTS**

 

8.1           Grantof Share Appreciation Rights.

 

(a)          TheAdministrator is authorized to grant Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion,on such terms and conditions as it may determine consistent with the Plan.

 

(b)          AShare Appreciation Right shall entitle the Holder (or other person entitled to exercise the Share Appreciation Right pursuant tothe Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then exercisable pursuant to itsterms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exerciseprice per share of the Share Appreciation Right from the Share Value on the date of exercise of the Share Appreciation Right bythe number of shares of Shares with respect to which the Share Appreciation Right shall have been exercised, subject to any limitationsthe Administrator may impose.

 

(c)          Theexercise price per Share subject to an Share Appreciation Right shall be determined by the Administrator and set forth in the AwardAgreement which may be a fixed or variable price related to the Fair Market Value of the Shares; *provided*, *however*,that no Share Appreciation Right may be granted to an individual subject to taxation in the United States at less than the FairMarket Value on the date of grant, without compliance with Section 409A of the Code, or the Holder’s consent. The exerciseprice per Share subject to a Share Appreciation Right may be amended or adjusted in the absolute discretion of the Administrator,the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited byApplicable Laws (including any applicable securities exchange rule), a downward adjustment of the exercise prices of Share AppreciationRights mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approvalof the affected Holders.

 

(d)          Inthe case of an Share Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Share AppreciationRight may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregateFair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) theaggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediatelypreceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) ofthe shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregateexercise price of such shares.

 

 

 

 

8.2           ShareAppreciation Right Vesting.

 

(a)          Theperiod during which the right to exercise, in whole or in part, a Share Appreciation Right vests in the Holder shall be set bythe Administrator and the Administrator may determine that a Share Appreciation Right may not be exercised in whole or in partfor a specified period after it is granted. Such vesting may be based on service with the Service Recipients, or any other criteriaselected by the Administrator. At any time after grant of a Share Appreciation Right, the Administrator may, in its sole discretionand subject to whatever terms and conditions it selects, accelerate the period during which a Share Appreciation Right vests.

 

(b)          Noportion of a Share Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, exceptas may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following thegrant of the Share Appreciation Right.

 

8.3           Mannerof Exercise. All or a portion of an exercisable Share Appreciation Right shall be deemed exercised upon delivery of all ofthe following to the share administrator of the Company, or such other person or entity designated by the Administrator, or his,her or its office, as applicable:

 

(a)          Awritten or electronic notice complying with the applicable rules established by the Administrator stating that the Share AppreciationRight, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise theShare Appreciation Right or such portion of the Share Appreciation Right;

 

(b)          Suchrepresentations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance withall applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administratormay, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

 

(c)          Inthe event that the Share Appreciation Right shall be exercised pursuant to this Section 10.3 by any person or persons other thanthe Holder, appropriate proof of the right of such person or persons to exercise the Share Appreciation Right, in the sole discretionof the Administrator.

 

8.4           Payment.Amounts payable upon exercise of a Share Appreciation Right shall be in cash, Shares (based on its Fair Market Value as of thedate the Share Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

** **

**ArticleIX**

** **

**ADDITIONALTERMS OF AWARDS**

 

9.1           Payment.The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Planshall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exerciseprice of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be requiredby the Administrator in order to avoid adverse accounting consequences under Applicable Accounting Standards, in each case, havinga Fair Market Value on the date of delivery equal to the aggregate payments required, (c) following the Trading Date, deliveryof a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise orvesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Companyin satisfaction of the aggregate payments required, *provided,*that payment of such proceeds is then made to the Companyupon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shallalso determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provisionof the Plan to the contrary, no Holder shall be permitted to make payment with respect to any Awards granted under the Plan tothe extent prohibited by Applicable Law.

 

 

 

 

9.2           TaxWithholding. No Shares shall be delivered under the Plan to any Holder until such Holder has made arrangements acceptable tothe Administrator for the satisfaction of any income, employment, social welfare or other tax withholding obligations under ApplicableLaws. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remitto the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s employment,social welfare or other tax obligations) required by Applicable Laws to be withheld with respect to any taxable event concerninga Holder arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirementallow a Holder to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of Shares).The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair MarketValue on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutorywithholding rates for tax purposes that are applicable to such taxable income. The Administrator shall determine the Fair MarketValue of the Shares, consistent with Applicable Law, for tax withholding obligations due in connection with a broker- assistedcashless Option or Share Appreciation Right exercise involving the sale of shares to pay the Option or Share Appreciation Rightexercise price or any tax withholding obligation.

 

9.3           Transferabilityof Awards.

 

(a)          Exceptas otherwise provided in Section 9.3(b):

 

(i)          NoAward under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent anddistribution or, subject to the consent of the Administrator, as required under applicable domestic relations laws, unless anduntil such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to suchshares have lapsed;

 

(ii)         NoAward or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interestor shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or anyother means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishmentor any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and voidand of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

 

(iii)        Duringthe lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him under the Plan, unlessit has been disposed of pursuant to applicable domestic relations law; after the death of the Holder, any exercisable portion ofan Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercisedby his personal representative or by any person empowered to do so under the deceased Holder’s will or under the then ApplicableLaws of descent and distribution.

 

 

 

 

(b)          NotwithstandingSection 9.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other than anIncentive Option to certain persons or entities related to the Holder, including but not limited to members of the Holder’sfamily, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Holder’sfamily and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuantto such conditions and procedures as the Administrator may establish, including the following conditions: (i) an Award transferredshall not be assignable or transferable other than by will or the laws of descent and distribution; (ii) an Award transferred shallcontinue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the abilityto further transfer the Award); and (iii) the Holder and the permitted transferee shall execute any and all documents requestedby the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a permitted transferee,(B) satisfy any requirements for an exemption for the transfer under Applicable Laws and (C) evidence the transfer.

 

(c)          NotwithstandingSection 9.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights ofthe Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian,legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Planand any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to anyadditional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a communityproperty jurisdiction, a designation of a person other than the Holder’s spouse as his or her beneficiary with respect tomore than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consentof the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the personentitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiarydesignation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administratorprior to the Holder’s death.

 

9.4           Conditionsto Issuance of Shares.

 

(a)          Notwithstandinganything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entriesevidencing Shares pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, thatthe issuance of such shares is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable,the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registrationstatement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or Committeemay require that a Holder make such reasonable covenants, agreements, and representations as the Board or Committee , in its discretion,deems advisable in order to comply with any such laws, regulations, or requirements.

 

(b)          AllShare certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Laws, rulesand regulations. The Administrator may place legends on any Shares certificate or book entry to reference restrictions applicableto the Shares.

 

(c)          TheAdministrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement,distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

 

 

 

 

(d)          Nofractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given inlieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

 

(e)          Notwithstandingany other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, rule or regulation,the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead suchShares shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).

 

9.5           ForfeitureProvisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, theAdministrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separatewritten instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holderupon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to theCompany, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited,if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exerciseof the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in competition with theCompany, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or(iii) the Holder incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of theAdministrator, or as set forth in a written agreement relating to such Award between the Company and the Holder).

 

9.6           ApplicableCurrency. Unless otherwise required by Applicable Law, or as determined in the discretion of the Administrator, all Awardsshall be designated in U.S. dollars. A Holder may be required to provide evidence that any currency used to pay the exercise priceof any Award were acquired and taken out of the jurisdiction in which the Holder resides in accordance with Applicable Laws, includingforeign exchange control laws and regulations. In the event the exercise price for an Award is paid in another foreign currency,as permitted by the Administrator, the amount payable will be determined by conversion from U.S. dollars at the exchange rate asselected by the Administrator on the date of exercise.

** **

**ArticleX**

** **

**ADMINISTRATION**

 

10.1         Administrator.The Compensation Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under thePlan) shall administer the Plan (except as otherwise permitted herein) and shall consist of at least two or more Non- EmployeeDirectors appointed by and holding office at the pleasure of the Board, each of whom shall comply with Applicable Laws. Exceptas may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptanceof appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies inthe Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its membersin office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b)the Board or Committee may delegate its authority hereunder to the extent permitted by Section 10.6.

 

 

 

 

10.2         Dutiesand Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordancewith its provisions. The Committee shall have the power to interpret the Plan and the Award Agreement, and to adopt such rulesfor the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revokeany such rules and to amend any Award Agreement provided that the rights or obligations of the Holder of the Award that is thesubject of any such Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtainedor such amendment is otherwise permitted under Section 11.10. Any such grant or award under the Plan need not be the same withrespect to each holder. Any such interpretations and rules with respect to Incentive Options shall be consistent with the provisionsof Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rightsand duties of the Committee under the Plan except with respect to matters which under Applicable Law are required to be determinedin the sole discretion of the Committee.

 

10.3         Actionby the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committeeshall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and actsapproved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each memberof the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by anyofficer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or anyexecutive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

 

10.4         Authorityof Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority andsole discretion to:

 

(a)          DesignateEligible Individuals to receive Awards;

 

(b)          Determinethe type or types of Awards to be granted to each Eligible Individual;

 

(c)          Determinethe number of Awards to be granted and the number of shares of Shares to which an Award will relate;

 

(d)          Determinethe terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price,or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiturerestrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions relatedto non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its solediscretion determines;

 

(e)          Determinewhether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may bepaid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

 

(f)          Prescribethe form of each Award Agreement, which need not be identical for each Holder;

 

(g)          Decideall other matters that must be determined in connection with an Award;

 

(h)          Establish,adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

 

 

 

 

(i)          Interpretthe terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

 

(j)          Makeall other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisableto administer the Plan.

 

10.5         DecisionsBinding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreementand all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

 

10.6         Delegationof Authority. To the extent permitted by Applicable Laws, the Board or Committee may from time to time delegate to a committeeof one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take otheradministrative actions pursuant to Article 10; *provided, however*, that in no event shall an officer be delegated the authorityto grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the ExchangeAct, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Anydelegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of suchdelegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegateeappointed under this Section 10.6 shall serve in such capacity at the pleasure of the Board and the Committee.

 

**ArticleXI**

** **

**MISCELLANEOUSPROVISIONS**

 

11.1         EffectiveDate. The Plan will be effective as of the date it is approved by the Board (the “Effective Date”).

 

11.2         ExpirationDate. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the EffectiveDate. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the termsof the Plan and the applicable Award Agreement.

 

11.3         Amendment,Suspension or Termination of the Plan . Except as otherwise provided in this Section 11.3, at any time and from time to time,the Administrator may terminate, amend or modify the Plan; *provided, however*, that (a) to the extent necessary and desirableto comply with Applicable Laws, or securities exchange rules, the Company shall obtain board approval of any Plan amendment insuch a manner and to such a degree as required, and (b) board approval is required for any amendment to the Plan that (i) increasesthe number of Shares available under the Plan (other than any adjustment as provided by Article 12), (ii) permits the Administratorto extend the term of the Plan or the exercise period for an Option or Share Appreciation Right beyond ten years from the dateof grant, or (iii) results in a material increase in benefits or a change in eligibility requirements. Except as provided in thePlan or any Award Agreement, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impairany rights or obligations under any Award theretofore granted or awarded.

 

11.4         NoShareholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a shareholder with respectto shares of Shares covered by any Award until the Holder becomes the record owner of such shares of Shares.

 

 

 

 

11.5         PaperlessAdministration. In the event that the Company establishes, for itself or using the services of a third party, an automatedsystem for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response,then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automatedsystem.

 

11.6         Effectof Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plansin effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary:(a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary,or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporatepurpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease,merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company,firm or association.

 

11.7         Compliancewith Laws . The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Shares andthe payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all ApplicableLaws, rules and regulations (including but not limited to securities law and margin requirements), and to such approvals by anylisting, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connectiontherewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securitiesshall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessaryor desirable to assure compliance with all applicable legal requirements. To the extent permitted by Applicable :aw, the Plan andAwards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

 

11.8         Titlesand Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are forconvenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shallcontrol. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

 

11.9         GoverningLaw . The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of theCayman Islands without regard to conflicts of laws thereof.

 

11.10         Section409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of theCode, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code.To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Departmentof Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations orother guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the eventthat following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and relatedDepartment of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), theAdministrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (includingamendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines arenecessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of thebenefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Departmentof Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

 

 

 

 

11.11         NoRights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan,and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.

 

11.12         NoRight to Employment or Services . Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the rightof the Service Recipient to terminate any Holder’s employment or services at any time, nor confer upon any Holder any rightto continue in the employ or service of any Service Recipient.

 

11.13         Effectof Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plansin effect for any Service Recipient. Nothing in the Plan shall be construed to limit the right of any Service Recipient: (a) toestablish any other forms of incentives or compensation for Employees, Directors or Consultants, or (b) to grant or assume optionsor other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation,the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, ofthe business, securities or assets of any corporation, partnership, limited liability company, firm or association.

 

11.14         UnfundedStatus of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to anypayments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holderany rights that are greater than those of a general creditor of the Company or any Subsidiary.

 

11.15         Indemnification.. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and heldharmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such memberin connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he orshe may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paidby him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; *provided*he or she givesthe Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defendit on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnificationto which such persons may be entitled pursuant to the Company’s amended and restated memorandum of association and the articlesof association of the Company, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or holdthem harmless.

 

11.16         Relationshipto other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except tothe extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

 

11.17         Expenses.. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

 

 

 

** **

**ArticleXII**

** **

**CHANGESIN CAPITAL STRUCTURE**

 

12.1         Adjustments.In the event of any distribution, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, reorganizationof the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction, spin-off, recapitalizationor other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting theShares or the share price of a Share, the Administrator shall make such proportionate and equitable adjustments, if any, to reflectsuch change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limitedto, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent or surviving company); (b) the termsand conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respectthereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. The form and manner of any suchadjustments shall be determined by the Administrator in its sole discretion.

 

12.2         CorporateTransactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by andbetween the Company and a Holder, if a Corporate Transaction occurs and a Holder’s Awards are not converted, assumed, orreplaced by a successor as provided in Section 12.3, such Awards shall become fully exercisable and all forfeiture restrictionson such Awards shall lapse. Upon, or in anticipation of, a Corporate Transaction, the Administrator may in its sole discretionprovide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Holderthe right to exercise such Awards during a period of time as the Administrator shall determine, (ii) either the purchase of anyAward for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization ofthe Holder’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt,if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Awardor realization of the Holder’s rights, then such Award may be terminated by the Company without payment), or (iii) the replacementof such Award with other rights or property selected by the Administrator in its sole discretion or the assumption of or substitutionof such Award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as tothe number and kind of Shares and prices.

 

12.3         Assumptionof Awards – Corporate Transactions. In the event of a Corporate Transaction, each Award may be assumed by the successorentity or Parent thereof in connection with the Corporate Transaction. Except as provided otherwise in an individual Award Agreement,an Award will be considered assumed if the Award either is (x) assumed by the successor entity or Parent thereof or replaced witha comparable Award (as determined by the Administrator) with respect to capital shares (or equivalent) of the successor entityor Parent thereof or (y) replaced with a cash incentive program of the successor entity which preserves the compensation elementof such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the samevesting schedule applicable to such Award. If an Award is assumed in a Corporate Transaction, then such Award, the replacementAward or the cash incentive program automatically shall become fully vested, exercisable and payable and be released from any restrictionson transfer (other than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon terminationof the Holder’s employment or service with all Service Recipients within twelve (12) months of the Corporate Transactionwithout cause.

 

 

 

 

12.4         OutstandingAwards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change otherthan those specifically referred to in this Article 12, the Committee may, in its absolute discretion, make such adjustments inthe number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grantor exercise price of each Award as the Administrator may consider appropriate to prevent dilution or enlargement of rights.

 

12.5         NoOther Rights. Except as expressly provided in the Plan, no Holder shall have any rights by reason of any subdivision or consolidationof shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution,liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuantto action of the Administrator under the Plan, no issuance by the Company of shares of any class, or securities convertible intoshares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subjectto an Award or the grant or exercise price of any Award.